8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   April 18, 2006

THE CHUBB CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	1-8661	13-2595722
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey		07061-1615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code   (908) 903-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

Exhibit 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant

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Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Chubb Corporation (the “Corporation”) adopted a Certificate of Amendment to its Restated Certificate of Incorporation, effective as of April 18, 2006, to increase the authorized number of shares of the Corporation’s capital stock in connection with the two-for-one stock split of the Corporation’s common stock, par value $1.00 per share, in the form of a stock dividend. The full text of the Certificate of Amendment, set forth in Exhibit 3.1 of this Form 8-K, is incorporated by reference into this Item 5.03 as if fully set forth herein.

Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits.

3.1Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		THE CHUBB CORPORATION
Date:	April 19, 2006	By:	W. Andrew Macan
			Name:	W. Andrew Macan
			Title:	Vice President and Secretary

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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED APRIL 18, 2006

Exhibit No.	Description
3.1	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE RESTATED CERTIFICATE OF INCORPORATION

INCREASING THE NUMBER OF AUTHORIZED SHARES

OF

THE CHUBB CORPORATION

Pursuant to Section 14A:7-15.1(3) of the

New Jersey Business Corporation Act

The undersigned DOES HEREBY CERTIFY:

FIRST:  That the name of the corporation is THE CHUBB CORPORATION.

SECOND:  That the Board of Directors of The Chubb Corporation, a New Jersey corporation (hereinafter called the “Corporation”), at a meeting duly convened and held on March 3, 2006, at which a quorum was present and acting throughout, did approve and authorize a share dividend of one share of the Corporation’s Common Stock, par value $1.00 per share (the “Common Stock”), on each outstanding share of the Corporation’s Common Stock (the “Share Dividend”).

THIRD:  That the amendment to the Corporation’s Restated Certificate of Incorporation in connection with the Share Dividend will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the Share Dividend exceeding the percentage of authorized shares that was unissued before the Share Dividend.

FOURTH:  That the introductory paragraph of Article FOURTH of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

FOURTH:  The total number of shares of capital stock which the Corporation shall have authority to issue is one billion two hundred eight million (1,208,000,000), of which one billion two hundred million (1,200,000,000) shares, of the par value of one dollar ($1.00) per share, amounting in the aggregate to one billion two hundred million dollars ($1,200,000,000) shall be Common Stock (hereinafter called “Common Stock”) and eight million (8,000,000) shares, of the par value of one dollar ($1.00) per share, amounting in the aggregate to eight million dollars ($8,000,000) shall be Preferred Stock (hereinafter called “Preferred Stock”).

FIFTH:  That the foregoing amendment shall be effective on and as of April 18, 2006.

IN WITNESS WHEREOF, The Chubb Corporation has caused its corporate seal to be hereunto affixed and this Amendment to be signed by its Chairman, President and Chief Executive Officer, John D. Finnegan, and attested by its Secretary, W. Andrew Macan, this 18^th day of April, 2006.

	/s/ John D. Finnegan
	Chairman, President and Chief
	Executive Officer
Attest:
/s/ W. Andrew Macan
Secretary